A special meeting of the Guam Visitors Bureau board of directors ended for lack of quorum Tuesday, but only after nearly an hour, over which a large part was spent in heated discussion on whether the board could proceed with the meeting.
The agenda was simple – to officially elect Akihiro Tani and George Chiu to fill the positions vacated by Charles Bell and Stephen Gatewood, to elect certain board officers and to go over the resignation of GVB board Chair Milton Morinaga.
But the board did not have enough directors present to fill the eight seats needed for quorum. At least, that’s how the attendance would be interpreted, considering the opinion of board attorney Joseph McDonald regarding the status of Tani and Chiu as board members.
Morinaga and directors Jeffrey Jones, Sonny Ada, Ho Eun, Ben Ferguson, Sam Shinohara and Mary Rhodes attended the meeting. Attempts were made to call in Mongmong-Toto-Maite Mayor Rudy Paco, the appointed director from the Mayors’ Council of Guam, but were unsuccessful, due to a death in the family, according to information presented at the meeting. That left just seven board members present.
Tani and Chiu sat in the meeting as well. From Monday’s discussion, the two were already selected as replacement directors, but McDonald explained that those selections were void because the actions were never placed into an agenda as required by law.
“The (Open) Government Law says that if (the board) takes an action without an agenda item that puts the public on notice, it’s void. That was passed in June 2021. And the selections came in November (2021) and in, I believe, January 2022. … It’s clearly void,” McDonald said.
Tani and Chiu’s past participation at the board is not at issue because no one knew their selections were void, McDonald stated. But now that they do know, if board members proceed, it would be without lawful authority for Tani and Chiu, he added.
There was also some discussion about Laura Nelson-Cepeda, a legislative alternate appointee. McDonald said statute on legislative appointments doesn’t address needing legislative consent, but the alternate appointee does require a separate act from the Legislature to consent. There has been no such resolution. Nelson-Cepeda was not at the meeting.
‘Figure it out later’
Morinaga initially wanted to proceed with the meeting, reasoning that GVB is a membership organization and Tani and Chiu were elected, and he believed they are still on the board. Board members, management and others in attendance Tuesday spent about half an hour discussing and arguing over whether it would be legal to continue with the meeting.
Chiu, who said he was speaking as a constituent and not a board member, pushed the board to proceed with the meeting and to deal with the consequences later should it be determined invalid.
“Let’s figure it out later. Let the meeting move forward. Everybody’s here,” Chiu said.
He also questioned McDonald’s opinion and noted the board can choose whether to follow his advice.
Sen. Telo Taitague, one of three lawmakers sitting in on the meeting, spoke out against moving forward.
“Why would you want to move forward with something we know that is illegal … It makes it OK to do so and then later on protest it? Why would we want to make a mistake now?” Taitague said. “I’m not here to argue, … I’m just saying that your comment on moving forward knowingly is illegal and that people are not confirmed is ridiculous.”
Taitague later told The Guam Daily Post her main concern was that continuing the meeting without a quorum would bring legal liability against the board, and potentially cost the board and GVB “a huge amount of money” in legal fees.
“Just because the GVB board has been conducting business in the wrong way, doesn’t make it all right to continue doing it in the wrong way now that they know they have broken the Open Government Law,” Taitague said.
Carl Gutierrez, GVB president and CEO, also was against continuing the meeting without quorum and at times clashed with Morinaga during their discussions.
Chiu said he received no notice he was off the board, but Gutierrez said Morinaga received that notice, and it was Morinaga’s responsibility to inform Chiu of the legal opinion regarding the invalidity of his selection.
“(Morinaga) doesn’t want to inform anybody. You’re just exacerbating the situation, Mr. Chair. You came in here to resign from GVB under that guise,” Gutierrez said.
‘Everything’ paused for months
The GVB board hasn’t met in eight months.
On May 12, 2022, the GVB board voted to postpone all meetings until the bureau had “harmonized enabling legislation and bylaws passed in 2013 that was deemed illegal by the legal counsel” and for the board to hire its own legal counsel using GVB funds.
“The reason why this was found was because of the motion you made to pause everything. … That’s how we found out that you and Tani were not legal,” Gutierrez told Chiu at one point.
Morinaga ultimately decided that the meeting could not proceed “because there’s so much unknown factors” and because the board is being accused of potentially committing a crime should it continue.
Sens. Amanda Shelton and Jesse Lujan also attended the meeting. They are members of the legislative committee on tourism, along with Taitague. Shelton and Lujan serve as chair and vice chair, respectively.
Lujan told the Post after the meeting that despite the “uncomfortable” discussion, he believed the dialogue was healthy.
“And in the end, Chairman Morinaga decided to adhere the advice of the Legislature, we were present there, as well as GVB legal counsel,” Lujan said.
Gutierrez said he would ask the Office of the Attorney General for a legal opinion on the directorship matter.
By: John O’Connor
Source: The Guam Daily Post